<SEC-DOCUMENT>0000950103-25-004492.txt : 20250407
<SEC-HEADER>0000950103-25-004492.hdr.sgml : 20250407
<ACCEPTANCE-DATETIME>20250407165752
ACCESSION NUMBER:		0000950103-25-004492
CONFORMED SUBMISSION TYPE:	SCHEDULE 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20250407
DATE AS OF CHANGE:		20250407

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALTISOURCE PORTFOLIO SOLUTIONS S.A.
		CENTRAL INDEX KEY:			0001462418
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380]
		ORGANIZATION NAME:           	07 Trade & Services
		EIN:				000000000
		STATE OF INCORPORATION:			N4
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-85242
		FILM NUMBER:		25818841

	BUSINESS ADDRESS:	
		STREET 1:		33, BOULEVARD PRINCE HENRI
		STREET 2:		L-1724 LUXEMBOURG CITY
		CITY:			GRAND DUCHY OF LUXEMBOURG
		STATE:			N4
		ZIP:			50
		BUSINESS PHONE:		352 24 69 79 00

	MAIL ADDRESS:	
		STREET 1:		33, BOULEVARD PRINCE HENRI
		STREET 2:		L-1724 LUXEMBOURG CITY
		CITY:			GRAND DUCHY OF LUXEMBOURG
		STATE:			N4
		ZIP:			50

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Altisource Portfolio Solutions S.A.
		DATE OF NAME CHANGE:	20090625

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Altisource Portfolio Solutions S.a.r.l.
		DATE OF NAME CHANGE:	20090422

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Credit Investments Group, a distinct business unit of UBS Asset Management (Americas) LLC
		CENTRAL INDEX KEY:			0000903954
		ORGANIZATION NAME:           	
		EIN:				133580284
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		787 7TH AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019
		BUSINESS PHONE:		2127132000

	MAIL ADDRESS:	
		STREET 1:		787 7TH AVENUE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CIG US, a distinct business unit of UBS ASSET MANAGEMENT AMERICAS LLC
		DATE OF NAME CHANGE:	20250219

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CREDIT SUISSE ASSET MANAGEMENT LLC/NY
		DATE OF NAME CHANGE:	20010710

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CREDIT SUISSE ASSET MANAGEMENT /NY
		DATE OF NAME CHANGE:	19990125
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13D/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
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<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13D" xmlns:com="http://www.sec.gov/edgar/common">
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    <submissionType>SCHEDULE 13D/A</submissionType>
    <previousAccessionNumber>0000950103-25-002504</previousAccessionNumber>
    <filerInfo>
      <filer>
        <filerCredentials>
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          <ccc>XXXXXXXX</ccc>
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      <liveTestFlag>LIVE</liveTestFlag>



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  <formData>
    <coverPageHeader>
      <amendmentNo>1</amendmentNo>
      <securitiesClassTitle>Common Stock, par value $0.01 per share</securitiesClassTitle>
      <dateOfEvent>04/07/2025</dateOfEvent>
      <previouslyFiledFlag>false</previouslyFiledFlag>
      <issuerInfo>
        <issuerCIK>0001462418</issuerCIK>
        <issuerCUSIP>L0175J104</issuerCUSIP>
        <issuerName>ALTISOURCE PORTFOLIO SOLUTIONS S.A.</issuerName>
        <address>
          <com:street1>33, BOULEVARD PRINCE HENRI</com:street1>
          <com:street2>L-1724 LUXEMBOURG CITY</com:street2>
          <com:city>GRAND DUCHY OF LUXEMBOURG</com:city>
          <com:stateOrCountry>N4</com:stateOrCountry>
          <com:zipCode>50</com:zipCode>
        </address>
      </issuerInfo>
      <authorizedPersons>
        <notificationInfo>
          <personName>Peter C. Gyr</personName>
          <personPhoneNum>212-713-3123</personPhoneNum>
          <personAddress>
            <com:street1>UBS Asset Management (Americas) LLC</com:street1>
            <com:street2>787 Seventh Avenue</com:street2>
            <com:city>New York</com:city>
            <com:stateOrCountry>NY</com:stateOrCountry>
            <com:zipCode>10019</com:zipCode>
          </personAddress>
        </notificationInfo>
      </authorizedPersons>
    </coverPageHeader>
    <reportingPersons>
      <reportingPersonInfo>
        <reportingPersonCIK>0000903954</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>Credit Investments Group, a distinct business unit of UBS ASSET MANAGEMENT AMERICAS LLC</reportingPersonName>
        <memberOfGroup>b</memberOfGroup>
        <fundType>OO</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>DE</citizenshipOrOrganization>
        <soleVotingPower>19739088.00</soleVotingPower>
        <sharedVotingPower>0.00</sharedVotingPower>
        <soleDispositivePower>19739088.00</soleDispositivePower>
        <sharedDispositivePower>0.00</sharedDispositivePower>
        <aggregateAmountOwned>19739088.00</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>22.5</percentOfClass>
        <typeOfReportingPerson>IA</typeOfReportingPerson>
      </reportingPersonInfo>
    </reportingPersons>
    <items1To7>
      <item1>
        <securityTitle>Common Stock, par value $0.01 per share</securityTitle>
        <issuerName>ALTISOURCE PORTFOLIO SOLUTIONS S.A.</issuerName>
        <issuerPrincipalAddress>
          <com:street1>33, BOULEVARD PRINCE HENRI</com:street1>
          <com:street2>L-1724 LUXEMBOURG CITY</com:street2>
          <com:city>GRAND DUCHY OF LUXEMBOURG</com:city>
          <com:stateOrCountry>N4</com:stateOrCountry>
          <com:zipCode>50</com:zipCode>
        </issuerPrincipalAddress>
        <commentText>This Amendment No. 1 (this "Amendment") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on February 26, 2025 (the "Original Schedule 13D" and, as amended by this Amendment, the "Schedule 13D") with respect to shares of Common Stock, par value $0.01 per share ("Common Stock"), of the Issuer. Unless indicated otherwise, all items left blank remain unchanged and any items which are reported are deemed to amend and supplement the existing items in the Original Schedule 13D. Capitalized terms used herein and not otherwise defined in this Amendment shall have the meanings ascribed to them in the Original Schedule 13D.</commentText>
      </item1>
      <item4>
        <transactionPurpose>On February 4, 2025, the Board declared a proposed issuance of cash exercise warrants (the "Cash Exercise Warrants") to purchase 1.625 shares, subject to certain adjustments, of Common Stock and cashless exercise warrants ("Cashless Exercise Warrants" and together with the Cash Exercise Warrants, the "Warrants") to purchase 1.625 shares, subject to certain adjustments, of Common Stock to holders of shares of Common Stock, restricted share units or warrants to purchase shares of Common Stock (including the Client Accounts) in respect of each share of Common Stock, restricted share unit and share of Common Stock issuable upon exercise of such warrants, in each case held as of February 14, 2025.

Pursuant to the terms of the Warrant Agent Agreement, dated as of March 31, 2025, by and between the Issuer and Equiniti Trust Company, LLC, as warrant agent (the "Warrant Agent Agreement"), on April 3, 2025, the Issuer issued an aggregate of 552,154 Cash Exercise Warrants and 552,154 Cashless Exercise Warrants to the Client Accounts. Each Warrant entitles the holder thereof to purchase from the Issuer 1.625 shares, subject to certain adjustments, of Common Stock at an exercise price of $1.95 per Warrant (initially equal to $1.20 per share of Common Stock).

The Warrants may be exercised beginning on the later of (i) July 2, 2025 and (ii) the first date on which the VWAP (as defined in the Warrant Agent Agreement) of the shares of Common Stock equals or exceeds the Implied Per Share Exercise Price (as defined in the Warrant Agent Agreement) of the Warrants, which is initially $1.20, for a period of fifteen consecutive Trading Days (as defined in the Warrant Agent Agreement). The Cash Exercise Warrants, if not previously exercised or terminated, will expire on April 2, 2029. The Cashless Exercise Warrants, if not previously exercised or terminated, will expire on April 30, 2032.

The Issuer has applied to list the Cash Exercise Warrants and the Cashless Exercise Warrants on the Nasdaq Global Select Market under the symbols, ASPSZ and ASPSW, respectively.

The foregoing description of the Warrants and the Warrant Agent Agreement is only a summary and is qualified in its entirety by reference to the full text of the Warrant Agent Agreement (including the forms of Warrants attached thereto) filed hereto as Exhibit 99.1 and is incorporated herein by reference.

On February 19, 2025, in connection with the entry into the Exchange Agreement and the issuance of the Debt Exchange Shares, the Reporting Person entered into that certain Director Nomination Agreement with the Issuer pursuant to which, among other things, (i) the Reporting Person may designate in writing one individual (the "Designee") for election to the Board and (ii) the Issuer shall, to the fullest extent permitted by applicable law, take all corporate actions necessary to cause the election of the Designee to the Board and to such committee of the Board as reasonably agreed by the Board and the Designee promptly following the election of the Designee to the Board.

The Reporting Person has designated Wesley G. Iseley for election to the Board and the Issuer nominated Wesley G. Iseley for election to the Board at the annual general meeting of shareholders of the Issuer to be held on May 13, 2025.

The Reporting Person intends to evaluate on an ongoing basis its investment in the Issuer and its options with respect to such investment. Depending on market conditions, an evaluation of the business and the prospect of the Issuer and other factors, the Reporting Person may, in its sole discretion, purchase additional shares of Common Stock, or other securities convertible into or exchangeable for shares of Common Stock, and/or other equity, debt, notes instruments or other securities of the Issuer, dispose of shares of Common Stock or such other securities from time to time in the open market, in privately negotiated transactions or otherwise, and/or otherwise change its intention with respect to any and all matters referred to in this Item 4.

Except as set forth herein, the Reporting Person does not have, as of the date of this Schedule 13D, any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to adopt such plans or proposals in the future, subject to applicable regulatory requirements, if any.</transactionPurpose>
      </item4>
      <item5>
        <percentageOfClassSecurities>The Client Accounts are the direct holders of an aggregate of 19,739,088 shares of Common Stock, constituting approximately 22.5% of the outstanding Common Stock. The foregoing percentage is calculated based on 87,582,129 shares of Common Stock issued and outstanding as of March 25, 2025 (excluding shares of Common Stock issuable upon exercise of the Cash Exercise Warrants and the Cashless Exercise Warrants, in each case issued to the Client Accounts and the other Lenders as of April 3, 2025), as reported by the Issuer on  Amendment No. 1 to its Annual Report on Form 10-K, filed with the SEC on April 1, 2025.</percentageOfClassSecurities>
        <numberOfShares>See rows (7) through (10) of the cover page to this Schedule 13D, which are incorporated herein by reference.</numberOfShares>
        <transactionDesc>Except as set forth in Item 3, the Client Accounts have not engaged in any transactions in shares of Common Stock during the past sixty days.</transactionDesc>
        <listOfShareholders>Except for the Client Accounts which are the direct holders of the Shares, no other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock that may be beneficially owned by the Reporting Person.</listOfShareholders>
        <date5PercentOwnership>Not Applicable.</date5PercentOwnership>
      </item5>
      <item6>
        <contractDescription>Item 6 of the Schedule 13D is hereby supplemented by incorporating by reference in its entirety the information set forth in Item 4 above.</contractDescription>
      </item6>
      <item7>
        <filedExhibits>Exhibit 99.1 - Warrant Agent Agreement (including forms of Warrants), dated as of March 31, 2025, by and between the Issuer and Equiniti Trust Company, as Warrant Agent (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K, filed with the SEC on April 2, 2025)</filedExhibits>
      </item7>
    </items1To7>
    <signatureInfo>
      <signaturePerson>
        <signatureReportingPerson>Credit Investments Group, a distinct business unit of UBS ASSET MANAGEMENT AMERICAS LLC</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Peter C. Gyr</signature>
          <title>Peter C. Gyr / Managing Director, Chief Compliance Officer - UBS Asset Management (Americas) LLC</title>
          <date>04/07/2025</date>
        </signatureDetails>
      </signaturePerson>
    </signatureInfo>
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